Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549       FORM 8-K   CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       Date of Report (Date of earliest event reported)  November 17, 2020   AVNET, INC. (Exact name of registrant as specified in its charter)   New York   1-4224   11-1890605 (State or other jurisdiction   (Commission   (IRS Employer of incorporation)   File Number)   Identification No.)   2211 South 47th Street , Phoenix , Arizona   85034 (Address of principal executive offices)   (Zip Code)   (480) 643-2000 (Registrant’s telephone number, including area code.)   N/A (Former name or former address, if changed since last report.)   Securities registered or to be registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol   Name of each exchange on which registered: Common stock, par value $1.00 per share   AVT   NASDAQ Global Select Market   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).   Emerging growth company ¨   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨             Item 5.07      Submission of Matters to a Vote of Security Holders.   On November 17, 2020, Avnet, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (“Annual Meeting”). The three proposals submitted to a vote of the shareholders are described in the Company’s Proxy Statement in connection with the Annual Meeting. As of September 18, 2020, the record date, there were a total of 98,836,102 shares of common stock outstanding and entitled to vote at the Annual Meeting. Of the common stock entitled to vote, 92,585,553, or approximately 93.67% of the common stock, were represented in person or by proxy, which constituted a quorum under the Company’s By-Laws. Set forth below is a brief description of each matter voted on at the Annual Meeting, how the votes were cast and the final voting results with respect to each such matter.   Proposal 1 – The election of ten directors to serve on the Board of Directors until the next annual meeting and until their successors have been elected and qualified.     Director Nominees     For       Against       Abstain     Broker Non-Votes   Rodney C. Adkins     82,801,049       5,450,215       74,583       4,259,706   Carlo Bozotti     87,407,198       842,230       76,419       4,259,706   Michael A. Bradley     87,384,497       858,992       82,358       4,259,706   Brenda L. Freeman     87,402,804       846,046       76,997       4,259,706   Jo Ann Jenkins     87,087,192       1,158,905       79,750       4,259,706   Oleg Khaykin     87,407,090       839,112       79,645       4,259,706   James A. Lawrence     86,745,128       1,502,937       77,782       4,259,706   Avid Modjtabai     87,087,531       1,159,254       79,062       4,259,706   Adalio T. Sanchez     87,655,259       588,815       81,733       4,259,706   William H. Schumann III     87,824,773       424,000       77,074       4,259,706     The shareholders elected all ten of the director nominees.   Proposal 2 – To approve, on an advisory basis, the compensation of the Company’s named executive officers.     For       Against       Abstain     Broker Non-Votes     84,660,966       3,564,253       100,628       4,259,706     The shareholders approved on a non-binding advisory basis executive compensation.   Proposal 3 – To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 3, 2021.   For     Against     Abstain     91,094,654       1,427,845       63,054     The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021.       SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: November 19, 2020   AVNET, INC.                 By:   /s/ Thomas Liguori         Name: Thomas Liguori         Title: Chief Financial Officer